Exhibit 10.149




AMENDMENT NUMBER TEN 

TO LOAN AND SECURITY AGREEMENT


          This
Amendment Number Ten to Loan and Security Agreement (“Amendment”) is entered into as of June 19, 2008, by and between
BLUEGREEN CORPORATION, f/k/a Patten Corporation, a Massachusetts corporation
(“Borrower”), and WELLS FARGO FOOTHILL, INC., a California corporation, f/k/a Foothill Capital Corporation (“Foothill”), in
light of the following:  


          FACT ONE: Borrower and Foothill have
previously entered into that certain Amended and Restated Loan and
Security Agreement, dated as of September 23, 1997, as amended by that certain Amendment Number One to Loan and Security
Agreement dated as of December 1, 2000, as further amended by that certain
Amendment Number Two to Loan and Security Agreement dated as of November 9, 2001, that certain Amendment Number
Three to Loan and Security Agreement dated as of August 28, 2002, that
certain Amendment Number Four to Loan and
Security Agreement dated as of March 26, 2003, that certain Amendment Number
Five to Loan and Security Agreement
dated as of September 1, 2003, that certain Amendment Number Six to Loan
and Security Agreement dated as of April 2, 2004, that certain Amendment Number
Seven to Loan and Security Agreement dated as of September 21, 2004, that
certain Amendment Number Eight to Loan and
Security Agreement dated as of October 5, 2004, and that certain Amendment Number Nine to Loan and Security
Agreement dated as of December 23, 2004 (as amended, the “Agreement”).


          FACT TWO: Borrower and Foothill desire to
amend the Agreement as provided for and on the conditions herein.


          NOW,
THEREFORE, Borrower and Foothill hereby amend and supplement the Agreement as follows:


          1.      DEFINITIONS.
All initially capitalized
terms used in this Amendment shall have the meanings given to them in
the Agreement unless specifically defined herein.


          2.      AMENDMENTS.


	
 

	
 

	
 


	
 

	
(a)

	
The
 following new definitions are added to Section 1.1 of the Agreement:


	
 

	
 

	
 


	
 

	
 

	
“Advance”
 means a loan made by Foothill to Borrower pursuant to this Agreement
 with respect to the pledge by Borrower to Foothill of Pledged Notes.


	
 

	
 

	
 


	
 

	
 

	
“E Line Advances”
 has the meaning set forth in Section 2.12 hereof.


	
 

	
 

	
 


	
 

	
 

	
“E
 Line Borrowing Base” means an amount equal to the sum of ninety percent (90%) of the unpaid principal balance, at the
 time of the advance with respect to Pledged E Notes, discounted to
 eight and one-quarter percent (8.25%), at the time of the advance with
 respect to fixed rate notes if the weighted average coupon rate of the entire Pledged E Note pool is less than
 eight and one-quarter percent (8.25%).





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“Pledged
 E Notes” means a note or notes which conforms to the standards set forth in Schedule PN-A attached hereto and
 incorporated by reference hereby, and which is pledged to secure advances
 under the E Line Advances.


	
 

	
 

	
 


	
 

	
 

	
“Tenth Amendment” means that certain Amendment
 Number Ten to Loan and Security Agreement dated as of June 19, 2008, executed
 by Borrower and Foothill.





          (b)    The
definition of “Note
Mortgages” in Section 1.1 of the Agreement is deleted in its entirety and the
following substituted in its place and stead:


	
 

	
 

	
 


	
 

	
 

	
“Note
Mortgages” means those certain deeds of trust, mortgages or security interests, including those securing the
repayment of the interests of the note makers of the Pledged A Notes, the Pledged B Notes, the Pledged C
Notes, the Pledged D Notes, the Pledged E Notes and the Pledged T Notes,
encumbering certain real property,
or real or personal property, which serves as collateral for the repayment of the Pledged A Notes, the
Pledged B Notes, the Pledged C Notes, the Pledged D Notes, the Pledged E
Notes and the Pledged T Notes. 





          (c)    The
definition of
“Pledged Notes” in Section 1.1 of the Agreement is deleted in its entirety and the
following substituted in its place and stead:


	
 

	
 

	
 


	
 

	
 

	
“Pledged Notes” means, collectively, the
 Pledged A Notes, the Pledged B Notes, the Pledged C Notes, the Pledged D Notes, the
 Pledged E Notes and the Pledged T Notes.





          (d)    Section
2.1(a) of the
Agreement is amended to provide that A Line Advances may be borrowed thereunder through and including
December 31, 2009, Section 2.8(a) of the Agreement
is amended to provide that T Line Advances may be borrowed thereunder through
and including December 31, 2009, and Section 2.9(a) of the Agreement is amended
to provide that C Line Advances may be borrowed thereunder through and including December 31, 2009.


          (e)     Borrower
and Foothill acknowledge that the
periods for the borrowing of Land Inventory
Advances under Section 2.2 of the Agreement, B Line Advances under Section 2.3
of the Agreement, and D Line Advances
under Section 2.11 of the Agreement, have each expired and no additional Land Inventory Advances, B Line
Advances or D Line Advances may be borrowed under the Agreement.


          (f)    Section
2.4(c) of the Agreement is deleted in
its entirety and the following substituted
in its place and stead:


	
 

	
 

	
 


	
 

	
 

	
(c) The amount of
 interest accrued and payable to Foothill on the A Line Advances, B Line Advances, C Line Advances, D
 Line Advances, E Line Advances and T
 Line Advances shall be no less than fifteen thousand dollars ($15,000) per month; provided, however,
 that if Borrower seeks to cause all
 of the Pledged Notes to be released in accordance with the provision of Section 4.8 hereof, there shall be no monthly
 minimum interest payments as set
 forth in this sentence for the two months immediately following such





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release, with a five
 thousand dollar ($5,000) per month minimum for the third month following
 release, a ten thousand dollar ($10,000) per month minimum for the fourth
 month following release, and a fifteen thousand dollar ($15,000) per month minimum for every month thereafter. To
 the extent that interest accrued
 hereunder at the rate set forth herein (including the minimum interest rate)
 would yield less than the foregoing minimum amount, the interest rate
 chargeable hereunder for the period
 in question automatically shall be deemed increased to that rate that would
 result in the minimum amount of interest being accrued and payable
 hereunder.





          (g)   
Section 2.7 of the Agreement is amended by adding the following new subsection (g).


	
 

	
 


	
 

	
(g)          
 Tenth Amendment Fee. In consideration of Foothill entering into the Tenth Amendment, Borrower shall pay to Foothill
 an amendment fee, on the effective date of the Tenth Amendment, in the
 amount of One Hundred Thousand Dollars ($100,000), which sum Foothill may
 advance and when so advanced shall become part of the Obligations.





          (h)   
Section 2.7 of the Agreement is amended by adding the following new sub­section (h).


	
 

	
 


	
 

	
(h)          
 Pledged E Note Financing Fee. On each and every Pledged E Note Advance made pursuant to Section 2.12 hereof,
 other than the initial Pledged E Note Advance, Borrower shall pay to Foothill
 a fee in an amount equal to one percent (1%) of the total of each such
 advance.





          (i)   
Borrower acknowledges that, subject to Foothill’s right to charge interest at
the default rate during the
continuance of an Event of Default, all LIBOR Rate Loans, if any, shall bear interest at a per annum rate equal to the
applicable LIBOR Rate plus the LIBOR Rate Margin.


          (j)    
There is added a new Section 2.12 to the Agreement as follows: 


	
 

	
 


	
 

	
2.12          Advances Against Pledged E Notes.


	
 


	
 

	
(a)          
 In addition to the Pledged A Note Advances set forth in Section 2.1 hereof, the Land Inventory Advances set forth in
 Section 2.2 hereof, the Term Loan
 and B Line Advances set forth in Section 2.3 hereof, the T Line Advances set forth in Section 2.8 hereof, the C Line
 Advances set forth in Section 2.9 hereof,
 and the D Line Advances set forth in Section 2.11 hereof, subject to the
 terms and conditions of this Agreement, and further for a period through and including December 31, 2009 only, and further
 provided Borrower is not in default hereunder (subject to grace periods, if
 any), including, specifically, Section 6.13 hereof, Foothill agrees to
 make advances to Borrower upon the pledge
 to Foothill of the Pledged E Notes (“E Line Advances”) in an amount not to
 exceed the E Line Borrowing Base.





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(b)          
 Anything to the contrary in subsection (a) above notwithstanding,
 Foothill may reduce its advance rates
 without declaring an event of default if it determines, in its reasonable discretion, that there is a material
 impairment of the prospect of repayment of any or all or any portion
 of its Obligations, or a material impairment
 of the value or priority of Foothill’s security interests in the Collateral.


	
 

	
 


	
 

	
(c)          
 Foothill shall have no obligation to
 make E Line Advances under any provision
 of this Section 2.12 to the extent that E Line Advances exceed the sum of
 Twenty Five Million Dollars ($25,000,000) and/or total lending to Borrower
 would exceed the Maximum Amount.


	
 

	
 


	
 

	
(d)          
 Borrower agrees to maintain a deposit account for the purpose of
 receiving the proceeds of the advances
 made by Foothill hereunder. Unless otherwise agreed to in writing by Foothill and Borrower, any advance requested
 by Borrower and made by Foothill hereunder shall be made to such
 deposit account.


	
 

	
 


	
 

	
(e)          
 E Line Advances made pursuant to this
 Section 2.12 shall not be made in amounts less than One Hundred
 Thousand Dollars ($100,000) per advance.


	
 

	
 


	
 

	
(f)          
 Borrower may request that Foothill
 make additional advances against the then
 Pledged E Notes in an amount such that the aggregate of the E Line Advances
 equals ninety percent (90%) of the outstanding principal balances of the Pledged E Notes (discounted to eight and
 one-quarter percent (8.25%) for fixed rate notes). Foothill will agree to
 such request unless it, acting in good faith and exercising its reasonable judgment, believes
 that there is a material risk of the impairment
 of the prospect of repayment of any or all of any portion of Borrower’s Obligations. In such an event,
 Borrower may terminate this Agreement without the imposition of an
 Early Termination Fee.





          (k)   
Section 3.4 of the Agreement is deleted in its entirety and the following substituted
in its place and stead:


	
 

	
 


	
 

	
3.4          
 Conditions Precedent to A Line, B Line, C Line, D Line, E Line and T Line Advances. The following shall be additional
conditions precedent to all A Line,
 B Line, C Line, D Line, E Line and T Line Advances hereunder:


	
 

	
 


	
 

	
(a)          
 Foothill shall have received the
 originals of the Pledged A Notes, the Pledged B Notes, the Pledged C Notes, the Pledged D Notes, the Pledged
 E Notes, and/or the Pledged T Notes, as applicable, properly endorsed
 to Foothill or its agent;


	
 

	
 


	
 

	
(b)          
 Foothill shall have received (i) originals of the Note Mortgages and
 all other security documents which serve
 as security for the repayment of the Pledged A Notes, the Pledged B
 Notes, the Pledged C Notes, the Pledged D Notes, the Pledged E Notes, and/or the Pledged T Notes, as applicable, (ii) copies
 of assignments to Foothill of each
 of the Note Mortgages (or a copy of one or more master assignments with
 respect to each of the Note Mortgages), the originals of which shall be recorded in accordance with
 Schedule PN-A standard 19, and (iii)





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 originals of the title insurance commitments or
 policies insuring Borrower’s interest in
 the Note Mortgages (or one or more master title insurance commitments or policies with respect to
 Borrower’s interest in each of the Note Mortgages); provided, that, to the extent any original Note
 Mortgage or title insurance policy is not available at the time of the
 applicable Advance, such original title
 insurance policy and Note Mortgage shall be delivered to Foothill in
 accordance with Schedule PN-A standards 16 and 19, respectively; and

 
	
  

 	
  

 
	
  

 	
 (c)           the
 standards for Pledged A Notes, Pledged C Notes, Pledged D Notes, Pledged
 E Notes, and/or Pledged T Notes, as applicable, set forth in Schedule PN-A herein shall be fully complied with, and the
 standards for Pledged B Notes set forth in Schedule PN-B herein shall
 be fully complied with.

 
	
  

 	
  

 
	
           (1)    Section
3.5 of the Agreement is deleted in its
 entirety and the following substituted in its place and stead:

 
	
  

 	
  

 
	
  

 	
 3.5          Term.
 This Agreement shall become effective upon the execution and delivery
 hereof by Borrower and Foothill and shall continue in full force and effect for a term ending on December 31, 2010.
 The foregoing notwithstanding, Foothill shall have the right to terminate its
 obligations under this Agreement immediately and without notice upon the
 occurrence and during the continuation of an Event of Default.

 
	
  

 	
  

 
	
           (m)   Section
 4.8 of the Agreement is amended by adding the following subsections (e) and (f):

 
	
  

 	
  

 
	
  

 	
 (e)          Provided
 there shall not have occurred an Event of Default, and provided further
 that Borrower shall pay in full all interest and principal owing on the D Line Advances at the time of release, Borrower
 shall have the right to cause to be released from Foothill’s lien all
 (but not part of) the Pledged D Notes provided such release is to enable Borrower to securitize the Pledged D Notes
 by the issuance of note backed
 securities or commercial paper. The Early Termination Fee provided for in Section 3.7 hereof shall not
 be payable in connection therewith,
 however the minimum interest payment shall still be payable in accordance
 with the provisions contained herein.

 
	
  

 	
  

 
	
  

 	
 (f)           Provided
 there shall not have occurred an Event of Default, and provided further
 that Borrower shall pay in full all interest and principal owing on the E Line Advances at the time of release, Borrower
 shall have the right to cause to be released
 from Foothill’s lien all (but not part of) the Pledged E Notes provided such release is to enable Borrower to securitize
 the Pledged E Notes by the issuance
 of note backed securities or commercial paper. The Early Termination Fee provided for in Section 3.7 hereof shall not
 be payable in connection therewith,
 however the minimum interest payment shall still be payable in accordance
 with the provisions contained herein.

 



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          (n)         Schedule
PN-A of the Loan Agreement is deleted in its entirety and the replacement Schedule PN-A attached hereto and
incorporated by reference is substituted in its place and stead.


          (o)         Notwithstanding
anything to the contrary contained in the Agreement or any other Loan Document (including, without limitation, this
Amendment), Foothill shall not have any obligation to make any loan or advance under the Agreement if the making
of such loan or advance would cause
the aggregate outstanding principal balance of loans and advances under the Agreement to exceed the Maximum Amount.


          3.          REPRESENTATIONS
AND WARRANTIES. Borrower hereby affirms to Foothill that
all of Borrower’s representations and warranties set forth in the Agreement are
true, complete and accurate in all respects
as of the date hereof (except to the extent that such representations and
warranties relate solely to an earlier date).


          4.          NO
DEFAULTS. Borrower hereby affirms to Foothill that no Event of Default has
occurred and is continuing as of the date hereof.


          5.          CONDITION
PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of an executed copy of this
Amendment.


          6.          COSTS
AND EXPENSES. Borrower shall pay to Foothill all of Foothill’s out-of-pocket costs and expenses (including, without
limitation,
title fees, search fees, filing and recording
fees, documentation fees, appraisal fees, travel expenses, and other fees, and
the reasonable fees and expenses of
its counsel) arising in connection with the preparation, execution, and
delivery of this Amendment and all related documents.


          7.          LIMITED
EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of
the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as
amended and supplemented hereby, shall remain in full force and effect.


[remainder of page left intentionally blank]


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SCHEDULE
PN-A


VARIOUS
PLEDGED NOTE STANDARDS


          1.          
Foothill has a valid, direct and perfected
first lien/security interest in the note and security therefore and has a valid
and perfected first priority right to payments arising thereunder.


          2.           The
maker of such a note is not a director,
officer, their agents, employees or creditors, or any relative or affiliate of
Borrower or the foregoing.


           3.          (a)          With
respect to Pledged A Notes, Borrower has received from the purchaser a minimum cash down payment of 10% of the total
sales price, no part of which, to Borrower’s knowledge, had been advanced or loaned to such purchaser or borrower, directly or
indirectly and the average down payment of the entire portfolio of
Pledged A Notes must be at least 20%.


                        (b)          With
respect to Pledged
C and Pledged T Notes, Borrower has received from the purchaser a minimum cash down payment of 10%
of the total sales price, no part of which, to Borrower’s knowledge, had been advanced or loaned to such
purchaser or borrower, directly or indirectly and the average down payment of the entire portfolio of:
(i) Pledged C Notes must be at least 10%, and (ii) Pledged T Notes must
be at least 10%; and (iii) Pledged D Notes must be at least 15%.


                        (c)          
With respect to Pledged
E Notes, the average down payment of the entire portfolio of Pledged E Notes must be at least 50%


          4.         
Except with respect to
Pledged E Notes, the Pledged Notes must provide for consecutive bi-weekly or
monthly installments of principal and interest. All payments on each Pledged
Note shall be due over a term not exceeding one hundred eighty (180) months
from the date of its execution (or, in the case of any Pledged C Note, over a term not
exceeding two hundred forty (240) months from the date of its execution);
provided, however, the average remaining term of the entire portfolio of
Pledged Notes is no greater than
one hundred twenty months (120).


          5.           The
Pledged Notes must
provide for an interest rate of at least eight percent (8%) per annum, if fixed, or Reference Rate plus two
percent (2%) if variable.


          6.          
With respect to Pledged A Notes, Notes generated by purchasers of real property
in New York, Connecticut, Rhode Island, Vermont, New Hampshire, Pennsylvania or
Maine which provide for an interest rate during the first two years of prime plus
two hundred (200) basis points, and interest thereafter of at least prime plus three hundred
and forty (340) basis points will be acceptable, if all other standards are met.


          7.           (a)          With
respect to Pledged A Notes and Pledged C Notes, the maker of the Pledged A Note and Pledged C
Note is acceptable to Foothill for credit purposes in its sole judgment; has or
will acquire
marketable title to a purchase parcel from Borrower; and has not purchased more
than four parcels in any
project.


                       (b)          With
respect to Pledged D Notes, Pledged E Notes and Pledged T Notes, (i) the maker of the Pledged D
Note, Pledged E Note and Pledged T Note is acceptable to Foothill for credit
purposes in its sole judgment, (ii) the maker of the Pledged D Note, Pledged E
Note and Pledged T Note has or will acquire marketable title to a timeshare
interval purchased from Borrower or an Affiliate of Borrower, and (iii) no
such Pledged Note will result in the maker thereof being obligated to Borrower


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with
respect to principal obligations in excess of $1,000,000 under all Pledged
Notes owing by such maker.


          8.          No
Pledged Note will be delinquent more than sixty (60) days past its due date at
the time of the Advance.


          9.         The
Pledged Note and the
Note Mortgage securing the same are satisfactory to Foothill and validly
enforceable in accordance with their terms; upon the obligors default under the
instrument, subject
only to notice in a reasonable grace period, payment of the balance of the
indebtedness owing under the Pledged Note may be immediately accelerated and the lien of the
Note Mortgage securing the same may be foreclosed; the Note Mortgage has been
recorded in the appropriate real estate records where the purchased parcel or interval is located,
or will be recorded in accordance with standard 19 set forth below; and the lien of the Note
Mortgage is subject only to permitted encumbrances and covenants, conditions, and restrictions, rights of way and
other matters of public record acceptable to Foothill in its sole judgment.


        10.         All
lot site
improvements, if any, which have been covenanted to be provided to the maker of the note shall have been provided,
completed, or bonded.


        11.         The
note in the
applicable sales transaction complied with all applicable laws and the purchaser does not have any right of
rescission or setoff, or the like.


        12.          (a)          The
Pledged Notes must be from a diverse group of properties and from a diverse
geographic area. At least 90% of the purchasers or the makers of the notes must
be citizens of the United States
or of Canada.


                       (b)          Notwithstanding
the foregoing, with respect to E Line Advances, (i) the aggregate principal
balance of receivables relating to any one resort cannot exceed 40% of the
aggregate principal
balance of the Pledged E Notes under such E Line Advance, and (ii) the
aggregate principal balance of receivables relating to obligors with billing
addresses in any one state cannot exceed 20% of the aggregate principal balance of the Pledged E Notes under such E
Line Advance.


          13.        All
Pledged Notes must be payable in United States legal tender.


         14.         (a)          No
single Pledged Note can be of a principal amount such that the advance made on such note would exceed One
Million Dollars ($1,000,000).


                       (b)          
With respect to Pledged
D Notes, no single Pledged D Note can be in an amount less than $30,000.


                       (c)          
With respect to Pledged D Notes, the average
face value of the entire portfolio of Pledged D Notes can not exceed $50,000.


                      (d)          
With respect to Pledged E Notes, no single Pledged E Note can be in an amount
in excess of $75,000.


           15.          No
single Pledged Note can be of a principal amount such that the advance made on
such note equals or exceeds fifty percent (50%) of the outstanding A Line
Advances and B Line Advances then outstanding, without taking into effect the
proposed advance on such note.


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          16.          Policies
of Title Insurance, in form reasonably satisfactory to Foothill, shall be
delivered to Foothill within sixty (60) days
of delivery of each recorded Note Mortgage.


          17.          For
notes generated by Affiliates of Borrower,
Foothill shall be satisfied with the assignment
documents transferring such note to Borrower, and the certificate set forth in
Section 3.2(c) hereof.


          18.          With
respect to Pledged C Notes, Pledged D Notes,
and Pledged T Notes, each Pledged C Note,
Pledged D Note, and Pledged T Note shall be aged at least thirty (30) days from
the date of execution thereof and at
least one monthly installment payment shall have been made.


          19.          With
respect to Pledged D Notes, Pledged E Notes
and Pledged T Notes, Foothill shall have received the originals of: (i)
the recorded Note Mortgages within sixteen (16) weeks of the funding of the same by Foothill; (ii) recorded
assignments of the Note Mortgages within sixty (60) days of the recording
of the applicable Note Mortgage; and (iii) all other security which serves as
security for the repayment of each Pledged D Note, Pledged E Note and Pledged T
Note at the time of funding of the same by
Foothill.


          20.          With
respect to Pledged C Notes, at least one
maker of each such note must have a Fair Isaac score of at least 600 with no pending bankruptcy proceeding
pending within the preceding three (3) year period prior to execution.


          21.          With
respect to Pledged C Notes, the maker of each
such note must have executed valid and
enforceable pre-authorized automated checking account withdrawals for loan
payments.


          22.          With
respect to Pledged C Notes, the term shall
not exceed two hundred and forty (240) months.


          23.          With
respect to Pledged D Notes, the term shall not exceed one hundred and eighty
(180) months.


          24.          With
respect to Pledged E Notes, the term shall
not exceed one (1) year.


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          8.          COUNTERPARTS;
EFFECTIVENESS. This
Amendment may be executed in any number of counterparts and by different parties on separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original. All such counterparts, taken together,
shall constitute but one and the same Amendment. This Amendment shall become
effective upon the execution of a counterpart of this Amendment by each of the
parties hereto. This Amendment may
be executed and the signature pages telecopied between the parties. A telefacsimile signature is deemed an original for
all purposes.


          IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth
above.


	
 

	
 

	
 

	
 


	
 

	
WELLS FARGO FOOTHILL, INC.,


	
 

	
a
 California corporation, f/k/a FOOTHILL


	
 

	
CAPITAL CORPORATION,


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	



	
 


	
 

	
Title:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN CORPORATION,

	
 


	
 

	
a Massachusetts
 corporation

	
 


	
 

	
 

	
 


	
 

	
By:

	


	
 


	
 

	


	
 


	
 

	
Title:

	
  Senior Vice President,
 Mortgage Operations and Assistant
 Treasurer

	
 





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          8.          COUNTERPARTS;
EFFECTIVENESS. This
Amendment may be executed in any number of counterparts and by different
parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together,
shall constitute but one and the same Amendment. This Amendment shall become
effective upon the execution of a counterpart of this Amendment by each of the
parties hereto. This Amendment may be
executed and the signature pages telecopied between the parties. A telefacsimile
signature is deemed an original for all purposes.


          IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first set forth above.


	
 

	
 

	
 

	
 


	
 

	
WELLS FARGO
 FOOTHILL, INC.,

 a California corporation, f/k/a FOOTHILL

 CAPITAL CORPORATION,


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	



	
 

	
Title:

	
VP


	
 

	
 

	
 


	
 

	
 


	
 

	
BLUEGREEN CORPORATION,

 a Massachusetts corporation


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






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